A couple of volatile weeks in Digital Credit has surfaced some confusion around investor protections built into our product $SATA. While the price has moved a bit, the investor charter remains unchanged. Every term below is filed with Nevada Secretary of State and contractually built into $SATA.
Cash flow protections:
1. 13.00% per annum, paid in cash every business day (variable rate)
2. Rate can't be cut into weakness. The board may only lower it if the prior period's average price is at or above $99. Below $99, the rate is frozen.
3. Rate can't gap down. Any rate cut is capped at 25 bps/month (widened by SOFR declines), can never be set below SOFR, and can never go negative.
Penalty backstop: (dormant unless a dividend is ever missed)
1. Any missed dividend becomes cumulative and compounds monthly.
2. Unpaid amounts accrue at the dividend rate + 25 bps, stepping up 25 bps each month to a 20% ceiling.
Structural seniority:
1. $100 liquidation preference that ratchets up, never down, reset to the greater of $100, the prior day's sale price, or the trailing average.
2. Senior to all common equity. Class A and B are Junior Stock for dividends and liquidation.
3. Dividend stopper. No common dividends or common buybacks until all accumulated SATA dividends are paid in full.
Governance:
1. Board seats on prolonged "non-payment". Holders elect one Preferred Stock Director, up to two, triggered by 12+ consecutive monthly compliance dates unpaid (each with its 60-day window) or 24+ consecutive months. Terminates once cured.
2. Consent rights. Holder approval required to issue senior stock or to adversely amend terms.
Exit protections:
1. Fundamental Change repurchase. On change of control, holders can force a cash buyback at liquidation preference plus accrued interest.
2. Company call: Optional redemption at $110.00 (10% premium to par) plus accrued and compounded dividends; clean-up (under 25% remaining) and tax redemptions pay full ratcheted preference plus accrued interest.
3. Perpetual. No forced maturity pressuring either issuer or holder.
Outside of the charter:
Management Incentives:
- No management receives incentive compensation unless all dividends are paid
$SATA was purposefully designed to defend the credit profile through price volatility.